From down-side to up-side life
by Mjh Hunter
Summary: Set after season 2 Peters life is not going well with harry and Gwen but a certain black cat reappears with a surprise. First story hope you all like!. To let you all know I not the best at all this. Currently rewriting this to improve it while doing the next chapter.
1. Chapter 1

**From downside life to upside life**

_**Disclaimer I do not own spectacular spider-man **_

_**here we go!**_

_Peters pov_

My life is not going well . ever since Norman Osborn's death Harry and Gwen have been backing up the bugle. what surprised me was that Gwen seems to hate me. that moment when she said it crushed me.

_Flashback_

_I just arrived at the bugle to give in my photos and get my money. When I walked in I saw there were three shadows one being pickle puss and two being Gwen and harry. I over heard them saying they were 100% with Jamison. _

_I cleared my throat and caught their attentions. "before you ask why I'm here you two, I've just came to give in my photos and to collect my money" I said with a clear hint of annoyance and sadness. _

_Jamison acting his regular self snapped saying "well get over at my desk in 2.6 seconds or your fired " and I did and got the same comments from him about the photos. However when I went to leave, Harry and Gwen blocked me. _

_Harry went "next time peter , don't be rude" ._

_Then Gwen went "and for the record peter I now officially hate spider man and you since .A, he murdered my **boyfriends** dad, B you carry on taking photos of him with out regret and c you have ignored me completely"._

_ I stood there shocked and I did what some people at that stage did and went "SHUT UP!" and legged it before anyone could make a come back._

_End flash back_

To top it all up Aunt Mays bills have gone up so her life's a bit tougher than usual. back at school Liz is now a big pain in the you know what and has flash to back her up with complains.

It feels like the spider bite is worse than I thought , it has turned my life upside down. I now sit here bored so I go patrol to bust some muggers and so on.

_Three hours later_.

Right now

I'm at the top of the empire states building looking over the city. I've got another hour or so till I have to be home with Ant May. I've been getting this strange feeling around me during these three hours, like someone was following me around but each time I turned around there was no one there. I sighed thinking it was just me from the past set of weeks. I was about to leap of when I heard the familiar feline voice going "hey boy scout". My whole body froze as I turned around and saw Black Cat stepping out of the shadows. I looked at her expecting to see hate in her eyes but was surprised to see a happy and nervous expression look on her face.

I then nervously said " hey cat, It's been a while". She looked at me and then went

"I know what your thinking, your probably thinking I'm here to kill you after you left my father in prison, but to be honest with you I'm not" I yet again looked at her with wide eyes and a surprised expression on my mask.

She carried on "I've came here to say sorry for what I said earlier. I said some harsh words that you didn't dissevered" I nodded for her to go on" Shortly after I went back to see my dad and asked why you were so angry at him and he explained what happened and at the end I was beyond shock and I deeply regretted saying all I said to you. he then said he wanted me to restrain from his path and become a better person so I don't make the same mistake of taking an innocent life away" After she said her words I felt even more surprised then ever.

" which path did you decide to follow then cat?". She went " I just decided today and I want to be a hero like you if you let me"

I was (if possible) even more surprised never in a million years had I expected that question from cat. I was in this state for a bit that I nearly forgot to answerer her question "yes" she looked at me with joy and happiness "I will be most happy having you by my side cat but know this, the job is hard and some people will love you while some people will hate you" she then walked up to me seductively, lifted my mask to about my nose, gave me a loving kiss and went "thank you so much"

"your welcome cat" I said while smiling then a thought came to me

" I think you have earned the right to know who I am cat"

she looked at me wide eyed "really?"

"110% sure Felicia"

She then asked " wait how do you know my name ?"

I then smirked at her " I overheard your father say it"

she or so then smirked " looks like I certainly have the right" she said cheekily.

I let out a chuckle "do you want to do the honer's then?" she nodded, I took a deep breath as she removed my mask.

I opened my now un-masked eyes to see her staring at my face. but had to shut them again.

_cat/Felicia's point of view_

As I removed his mask I was ever so happy to know that he trusted me with such a big secret.

As his face came to view I was filled with such happiness

As soon as he opened his eyes he had to shut them again as I kissed him deeply.

When I pulled away I put my head on his shoulder and whispered " I knew you were handsome but this is better than I expected"

He looked at me with a smile on his face and was or so blushing a deep red and reached his hand towards my mask and whispered " may I?" I kissed his cheek as a yes and then he peeled my mask away and he had a joy look on his face.

_Peters_ pov

Once I removed her mask and her full face came to view I was stunned by the beauty of it.

"Now this is beauty" she smiled and blushed. I put my hand on her cheek and gave her a kiss. she put her hands around my neck while she kissed back. We were like this for a while until my phone rang.

I sadly pulled back to answer it I kept one hand on cats hip while the other was on the phone. the id said ant may. I answered it and was greeted with a " peter where are you its over half ten!?"

" sorry ant I'm on my way home right now" I hung up straight away

and looked at Felicia saying "Sorry cat I've got to go"

she nodded in understanding and gave me a peck on the lips and went "well see you then boy scout "

"yea see you cat" we both took of and in bed had for the first time in ages a smile on each overs faces


	2. Chapter 2

**chapter 2**

The next day went well as Peter was swinging through the city to school, for once their was no crime on the way to school ( ever since Norman died crime has been almost been empty).

As Peter exited the ally, placing his web shooters in his bag, he heard the too good seducing voice " hey there boy scout" He turned around to see a smiling Felica.

" Hey cat, your a sight for saw eyes" He said hastily, she was giving him butterflies in his stomach and was amazed to see her here since last night.

She giggled " like I said my powers aren't mended for the eye" she said while tracing patterns on his chest.

" I forgot to mention last night that I signed up here and made sure I have exactly the same classes as you, well actually they recommended it because your the brightest kid here and I went with it." she said while purring.

Peter let out a chuckle " something tells me you've made my day the best it can be, thanks"

Cat blushed " your welcome".

This was good news for the both of them since they won't have to wait for several hours to see each over again. Plus they can get to know each over more.

"Shall we?" Felica nodded and they walked in hand in hand.

_Peter/Felica's time table_

_Science_

_history_

_Gym_

_science _

_Lunch_

_English_

_geography_

"Puny parker" said a familiar voice " its locker time " Peter and Felica turned around to see a sadly reunited couple (flash and Liz, Lets just say they got back together shortly after Peter and Liz broke up). "Hey flashy can you do me a favour and shove in his bit**",

" with pleasure... ", upon hearing those last words peter was angry and decided he had enough all ready.

" Oh no you don't!" before the two could say anything peter grabbed their heads, smashed it hard against the lockers and shoved them in their in a certainly rough position. to make sure the two couldn't get out he grabbed a nearby pipe and smashed it through the lock and tied it round by the nearest locker. Making it stuck like super, sticky glue. ( not really caring that he just did it to a girl as well.

He looked at his hands, not believing he just used his spider-strength for that purpose... he was proud of the results. He then turned around to see cat clapping with a smile. "never done that before" he said shyly. "well, first time for everything right boy scout?"

" I agree" "Come on don't want to be late on your first day" peter said as he took Felicia's hand which made her blush.

The pair arrived at class with people staring at them as they were a couple ( they weren't yet). They sat down at the desk closest to the front (where Gwen, harry and him sat , Harry and Gwen got moved into a separate class for two reasons , 1. their grades are starting to fall down, 2. arguments in the past really ticked off Dr Warren ).

Shortly after Dr Warren came in "Okay class lets revise our self's with a bit of a test, this is not hard so I expect over 50% from all of you" He said all that while handing out test sheets.

at the end the top two people in the test was Peter and surprisingly Felicia. all the others sadly (for them) got less than 25% so they all ended up with a detention.

After class the duo went to history on the way Peter was curious about how Felica got the same as him ( she didn't copy) so he asked " Hey cat how are you that smart?"

Cat looked at him with a smirk on her face " Well being someone like me ( a thief ) you pick some complicated stuff up over the years"

" Now that you mentioned it, how are you smart I mean very smart for just a 16 year old?." Felicia asked.

"well you may have forgotten that I'm not a normal 16 year old. I apparently have inherited my fathers brain and he was a top scientist at Oscorp but I never really knew him so I'm not really sure." He answered while dropping his voice on the last part.

Felicia was going to ask him about his father but decided against it since she knew how he felt, ( she never knew her father well except for his criminal records and when she tried to bust him out).

"your just full of surprises aren't you?" Felicia said instead with a smile.

" I could say the same about you " Peter replied or so with a general smile on her face.

" come on then , we've got class now" Peter reminded her.

"right behind you boy scout" Felicia said, they then went of to class, which passed by pretty quickly considering the attention they got from pretty much everyone.

* * *

The rest of the day went well surprisingly ( probably because the people kept their distance from peter, even harry and Gwen) and before they knew it school was over.

Now usually, Peter would head to either the ESU or home at these times, but he couldn't really head to the ESU labs since they have been ' relived ' of their duties and home wasn't exactly the best option since May was still in bed, so peter had an idea of patrol.

"Hey do you want to go on patrol with me cat?" peter asked as he made his way to the ally while holding hands with Felicia.

"I don't see why not spider" she purred the last part

"come on then" Peter went to far edge and the pair changed into their costumes quickly ( Felicia blushed when he pull his arms back to relax into his costume, she caught a glimpse of his six-pack ), they both then got on top of the roof top and began to patrol the city.

'you know for once patrol should be fairly interesting ' Peter thought to him self as he shot out another web, at the same time as Cat shot out a cable from her wrist.

_1 1/2 hours_ later

After their patrol they had recounted the amount of crimes they both stopped ( at the same time flirting, they couldn't help it). they had stopped 5 muggings, 3 carjackers and 4 robberies.

They headed to their normal spot on the empire state building looking over the city. slightly tired out from all of the swinging and fighting they decided to call it a day.

Peter and Felicia went to the eagles edge below, while peter had his arms around Felicia's hips and Felicia had both her hands on his shoulders.

They sat down and admired the view in silence while peter was playing around with Felicia's hair in his hand.

" hey boy scout where do you live" Felicia asked finally breaking the silence. Peter was taken back a bit when she asked since he wasn't sure if aunt may will get along with Felicia since her father is The Cat Burglar.

'What's the worst thing that could happen' Peter thought

"How about I show you" he said. he lifted Felicia up and they swung over to his house, outside of aunt mays view from her window .

"Well it isn't much but I have enough space for making web fluids and spare spider-man costumes"

"Nice place, so its just you and your ant right?"

"Yea just the two of us"

cat then thought of an idea " when do I get to meet her then?" peter was taken back a bit but recovered a bit after thinking at the same time.

"How about now? he asked

"Are you sure your aunt wont mind?" cat said curiously

"nah she wont mind, she gets excited when there's a guest round, she'll even give out her legendary pie out" Cat thought about it for a minute and she then nodded.

So they both went down by the front door ( it was lucky they got changed before they went),and before one of them could knock non the door, aunt may seem to have x ray vision and opened the door.

they both stood there shocked and that's when ant may chuckled and went "you look like you've seen a ghost, I just saw you two coming, so I thought why not surprise you two"

"well thanks" peter said sarcastically " well anyway Aunt may this is Felicia Hardy, Felicia this is ant may" the both shock hands and seem to be okay with each over.

ant may broke the silence as soon as it appeared " well who's up for some pie then?"

Then immediately they both went "ME"

_30 minutes_ later

While they were at the table having the pie they all talked about how they met and the two replied with 'outside activities'

"well that might explain why you were late that night (first chapter)" aunt may said

Peter looked at the clock 11:30 " Hey Felicia don't you have to go now?" he said with out being rude

she or so then looked at the clock "oh yea, is it okay if you take me there?"

"sure thing Felicia" peter replied with a smile on his face as they were about to leave, ant may asked where did she live and they said down the road.

once they got outside, they changed so it would be quicker to get there.

Felicia took them to her house and peter had to admit it was impressive. "Nice house Cat, defiantly a good amount of space here" Felicia blushed and gave him a kiss on the lip's while putting her arms round his neck, Peter in return put his arms on her hip and kissed back, they made out for a bit. cat then pulled away "Well todays been a good day don't you think boy scout" she asked while tracing her fingers on his chest. " yea it has been a good day cat, you know before last night I was having a bad life until you came along, so thanks" He said while kissing the top of her forehead. cat was blushing and went out of his arms and to her room "see you tomorrow then Peter" she said with a wink. " see you Felicia.

Done well I hope you all liked it and ill work on the chapter when I can okay?


	3. Chapter 3

_**Don't worry this chapter wont be as kissy like the last two**_

Its been a week since Felica first came to school and her and Peter were having a great time.

They were currently out on patrol and they heard the near by bank alarm ring so they both went to investigate.

* * *

At the tri corps facility was both electro and Kraven stealing, for what could be a valuable tech for the master planner.

"hey shocky, stealing more tech for your second rate boss" spider-man said to enrage electro

"huh?, Oh its you, for the last time DONT CALL ME THAT and for the record your the second rate one here bug" Electro shouted

"be still my friend he is trying to trick you" Kraven said to his ally, Electro steadied his shot's at spider man and black cat.

_'great that isn't working, time to improvise ' he happily thought as it included a little flirting_

"Hey cat time to improvise " He said then with clear flirt in his voice, Cat seem to know what he meant and gladly nodded.

Kraven leapt up and let in some strikes with his claws, peter dodged all but one, cutting his chest, peter held in his yell with blood spilling from his cut .

"hey bug boy you don't look so good, I'm _shocked_ " Electro said at his failed attempt to make a joke

_"_ Maxie you have really got to stick with shooting rather than jokes" Spider man said

_"_Nice try bub ( felt the need to steal someone's line) but that attempt wont work on me" Max said while smirking

" Hey cat you look lovely today as usual" peter flirted to Felicia ( in a attempt to get Electro confused so that he can be taken down easier)

" ahhh thanks boy scout you look good as well" Felicia flirted back while holding off Kraven. Their plan was working so far since max has been getting some accidental shots on Kraven.

"(whistles) now that's bad bromance indeed don't you think cat" peter said

"(giggling) true thing boy scout, unlike you and me" she said back with seducing part in it

"WILL YOU TWO JUST STOP IT!" yelled a now angry electro ( just like they planed) he went of on a surge and Kraven got caught in a flash of electricity.

Electro looked at his fallen partner and easily got distracted and the pair used the moment to swing in and deliver a hard punch, knocking him out.

the cops arrived shortly after, however one of the men was a rookie and tried to take Felicia in.

" all right missy your coming with me" The idiotic rookie said as he tried to put the handcuffs on her.

"Hey easy, she's with me officer now just remove the hand cuffs" Spider-man said calmly

" Listen web head, I don't take orders from you and this women has been involved in a number of serious crimes so I'm taking her in whenever you like it or not"

Peter then really started to get angry.

"Listen here Punk, Cat here just helped me take down both electro and kraven and I trust her with my life, so If you don't mind letting her go things don't have to get messy!"

" Not a chance bug, you don't tell me who I arrest and who I don't" The fool countered

' Right if talking wont do the trick then I'm left with no choice' Peter thought.

Peter went for him and sent out a mighty upper cut which sent the rookie smashing through the window, knocking him out cold.

" Come on" He sad to Cat while they leapt onto the nearest building, avoiding the forces that came next. this would no likely get more anti-Spiderman believe from the bugle but he did not care

" I just wish they get their rookies under control so that they wont take you in honey" he said with annoyance and relive.

Cat was blushing " well thanks boy scout " she thanked by rolling up his mask up to his nose, and g a sweet, thankful kiss

" Shall we head home now cat, it is a school night" Peter said Felicia nodded and gave him a quick peck on his check, waved and went to her house.

Peter arrived home and went straight to bed, despite the pain he got from the slash across his chest." could have been worse I suppose?"

**_Done I know its shorter than the others but anyway I hoped you like it so read and review if you please._**


	4. high school fights and first date

Chapter 4

Peter and Felica meet over at his house first thing in the morning so that they could 'walk' to school ( by walk I think you can guess). They had a quick break first and went of before the gates closed.

When they walked in they were greeted by what was now the welcoming comity ( Flash, Liz, harry(who is back on the green and has Gwen on it) Gwen and all his other friends). they all looked like they were about to pounce, luckily for the two of them thou the gang got distracted when the bell went of, the pair quickly went to class to prevent trouble.

Once they got into class ( its the one were they have captain Stacy) the captain threw the pair an odd look as if they were being suspicious (he's like that). they shrugged thinking that he probably knew what was going on with the new gang . during the class they got suspicious at him thou since he seems to focus attention on them two with each new topic, on the last part he mention about leaning to keep rookies under control, this really caught them twos attention because of what happened with the rookie last night.

"so as you may know the two vigilantes black cat and spider-man had a fall out on the new rookie and as a result spider-man punched his neck and gut because he tried to take Black cat away, so that is something you may need to watch out for" sir said not taking his eyes of Peter and Felica.

"shouldn't the Rookie have been more discipline then? so that he wont do something like that again"

"Sadly no since he had ALL the discipline he could get into his thick skull , I'll admit I'm not happy with this clown recruited but its not really my call. I guess you two have to be extra careful " The two were wide eyed _'its almost like he knows who we are'_

As usual Mr Brown put his hand up but never got the chance to ask his question as the bell went of and they were all dismissed.

"does he know?" Felicia asked once the pair were outside for lunch.

"I don't know, this isn't the first time he's been like this " the two walked to the table. peter wondered if they were boyfriend and girlfriend so he asked

"hey um cat are we dating, you know as boyfriend and girlfriend?" Peter asked shyly. Felicia looked a bit shocked, not expecting that kind of question, she thought about it and looked at him with a smile on her face.

"never thought you would ask boy scout" She said after a kiss on the lips. Peter smiled happily at her.

"hang on, we've not been on a proper date now have we Felicia?" Peter pointed out

"Well your right, how about we have our first official date tonight honey?" she said seductively peter couldn't resist the smile that came onto his face, whenever she had that tone in her voice" I don't see why not cat"

"how about at the silver spoon café then, all on me" peter offered. Felica smiled at him once again and gave him a peck on the check." your too sweet peter" she said flattered

"say's who" came a voice from behind, before they both could see who it was they were both hit at the back of their necks and knocked out.

* * *

Peter woke up in what appears to be a fighting cage placed in the old, Oscorp research facility. Peter couldn't see anything since it was pitch black. He tried to feel his way round to see if he could find Felica, _'if anything happens to her...'_ peter thought since he couldn't find her.

He was about to give after ten minutes of looking the lights came on to see a crowd of people around the cage and at the top of the crowd was Harry and Gwen" if your wondering were your 'girlfriend' Felica is then well lets just say she's rooting for you" harry said evilly

"WHAT HAVE YOU DONE TO HER!". Peter demanded. Harry flicked a switch and showed Felica tied to a chair with... Pumpkin bombs!?.

"When I get out of here you two will wish you were never born!" Harry let out a laugh." Its all simple, you win the fight and she is all yours" _'good looks like I don't have to forfeit our date after all '_

"lets get this over with Osborn" to his surprise the madman that was fighting him was ... Flash! but only he looks like he's had a overdose of globulin green by the look in his eyes.

"LETS GET STARTED DING, DING " the fight was tougher than peter thought at first, when flash charged at him, peter dodged it, just. He took a look at Flash expecting a mark on his head, but was surprised to see none.

' Harry must have the formula enhanced , It usually leaves some kind of mark on. ' peter wondered as he stepped out of the way of Flashes unguided charge.

" I forgot to mention Peter, that with this new version of the green , the user gets stronger every second, in the end there will be nothing you could possibly do to win, So long parker." Harry said.

' Oh great now what do I do?' Peter thought as he struggled to get away from flash.

' If I attack him properly with my spider-enhanced skills, then harry will put two and two together and figure out who I am. But if it means saving Felicia, then I'll have to take the risk.'

As flash came up to him for another assault, Peter did something no one else expected, he slid under him and did a air round kick around the back of flash's head. Flash recovered quickly and peter did not waste anytime and started to assault him with a furry of punch's. After Peter placed out the final blow , arachnid style ( flipped round him, grabbed him, and threw him through the cage). Flash landed with tonnes of bruises , a swollen lip, nose bleed on both ends and broken ribs.

'He's defiantly going to feel that one in the morning' Peter thought.

"All right harry I've won, now hand over Felica" Peter got caught of guard when Harry chuckled" Did you really think it would be that easy, no its not, those bombs are set to go off in five minutes and Felica's on the other side of the facility , so if I were you I would leg it to try to save her, not that you will anyway, ahahahahahah" The moment all that was said peter was beyond furious . He smashed down the rest of the cage and much to everyone's amazement, he sprinted to where cat was at his top speed.

It didn't take long to get to where she was nor was it to get past the security that was placed there. Once he got there his eyes were full of horror, Felica looked worse than she did on the screen, she had cuts and bruises all over.

Peter didn't waste time getting her out.

"Felica you okay?" his voice was full of worry.

"I've been through worse boy scout " she said trying to smile and succeed however that was long lasted as the bomb went on its final beep and reacting quickly, Peter held Felicia bridal style and jumped through the window just as the bomb went of.

* * *

They landed close to the ally. Peter put down Cat gently and they both got changed and went to Felica's house.

Once they were both inside Felica said" I saw the whole fight, Don't you think that flash is going to know that your spider-man?"

"No its a side effect of having a over dose of the green, when you black out after the effects, you get amnesia, so he wont remember anything at all, even if the formula has been enhanced" peter said. Felica felt relived that her new boyfriends secret wasn't out.

peter looked at the clock.6:30." hey we've still got time for that date you know if you still want to?" Felica nodded and so they went to their own wardrobes ( peter at his own home) and got out a suitable outfit for their date tonight with each over.

* * *

_**30 minutes later**_

the time read 7:03 pm. They both agreed to meet at quarter past as a reasonable time.

Peter got their 3 minutes earlier and waited patently for Felica to arrive as she did 2 minutes later

"Hey there boy scout" she said giving him a peck on the check. She sat down and the couple admired each overs outfits . they order tea and some lasagne (how ever you spell it)and during that time they told each over their life stories.

"why is it you ALWAYs make a wisecrack in a fight" Felica asked amused. " well I like to catch them off guard when I do so. besides non have even laughed at my jokes, their not that bad"

Felica had to giggle on that " Well they are SUPER villains after all its properly part of their nature"

Peter chuckled " ah good point" Their food came and they eat the food happily in each over's company.

Once they finished, Peter paid the bill and decided they could walk home since there's no sign of trouble.

Once they reached Peters home, Peter checked his watch 9:30 " hey I've still got an hour left so why don't you come in for the time being?" Cat smirked at him then went " That would be good since we could have some private time" She said in a flirty voice (not what you think it is)

Peter blushed "okay then" he opened the door for the both of them.

They walked over to the couch, sat down and "When you said private time did you mean... " peter couldn't finish his sentence as Felicia had her lips on his and they traced each overs tongue. Peter had his arms going up and down her back while Felica's was playing with his hair. They were like this for a bit when they decided to pull back." Well thanks for that date spider" Felica said with a wink " your welcome Cat" he said smiling

"see you tomorrow than cat " Peter said Felica said bye and gave him a quick kiss then went home.

_**Done**__** I would like to thank those who have liked this and review it. I hope you have enjoyed the story so far.**_


	5. Not ever one is on the Green

_**Not every one is on green**_

**To make things a bit clearer the only ones who were on globulin green are Gwen, harry and flash**

**Gwen got addicted to it shortly after staying with harry. He managed to talk her into it.**

**Harry of course since he wants to get spider-man back for killing his father.**

**Flash well lets just say he was payed to go on it and being the fool he was, he actually went for it.**

**The others around the cage were the rest of the school pupils that all got payed free entry. They got told by harry him self that if they come, they can get access to globulin green. because they didn't know about it, it was easier to trick them.**

**So to answer your review. no not. every one is on the green.**


End file.
